STOCK ESCROW AGREEMENT
This STOCK ESCROW AGREEMENT, dated as of __________________________,
2006 (the "AGREEMENT") is entered into by and among Alpha Security Group
Corporation, a Delaware corporation (the "COMPANY"), the undersigned parties
listed as initial stockholders on the signature page hereto (collectively, the
"INITIAL STOCKHOLDERS") and American Stock Transfer & Trust Company, a [New
York] corporation (the "ESCROW AGENT").
WHEREAS, the Company has entered into an Underwriting Agreement, dated
_________________, 2006 ("UNDERWRITING AGREEMENT") with Maxim Group LLC
("MAXIM") acting as representative (the "REPRESENTATIVE") of the several
underwriters (collectively with Maxim, the "UNDERWRITERS"), pursuant to which,
among other matters, the Underwriters have agreed to purchase 6,000,000 units
(the "UNITS") of the Company (not including the Underwriters' over-allotment
option). Each Unit consists of one share of the Company's common stock, par
value $.0001 per share (the "COMMON STOCK"), and one warrant (the "WARRANT" and,
collectively, the "WARRANTS") to purchase one share of Common Stock, all as more
fully described in the Company's definitive Prospectus, dated ________________,
2006 (the "PROSPECTUS") comprising part of the Company's registration statement
(the "REGISTRATION STATEMENT") on Form S-1 (File No. 333-127999) filed with the
Securities and Exchange Commission (the "COMMISSION") pursuant to the Securities
Act of 1933, as amended (the "ACT") and declared effective by the Commission on
___________, 2006 (the "EFFECTIVE DATE").
WHEREAS, the Initial Stockholders have agreed, as a condition of the
Underwriters' obligation to purchase the Units and to offer them to the public
pursuant to the Underwriting Agreement, to deposit all of their shares of Common
Stock (collectively the "ESCROW SHARES"), as set forth opposite their respective
names in Exhibit A attached hereto, in escrow as hereinafter provided.
WHEREAS, the Company and the Initial Stockholders desire that the
Escrow Agent accept the Escrow Shares, in escrow, to be held and disbursed as
hereinafter provided.
NOW THEREFORE, IT IS AGREED:
1. Appointment of Escrow Agent. The Company and the Initial
Stockholders hereby appoint the Escrow Agent as escrow agent to act in
accordance with and subject to the terms of this Agreement and the Escrow Agent
hereby accepts such appointment and agrees to act in accordance with and subject
to such terms.
2. Deposit of Escrow Shares. On or before the Effective Date, each of
the Initial Stockholders shall deliver to the Escrow Agent certificates
representing his or her respective Escrow Shares, to be held and disbursed
subject to the terms and conditions of this Agreement. Each Initial Stockholder
acknowledges that the certificate representing his or her Escrow Shares is
legended to reflect the deposit of such Escrow Shares under this Agreement, it
being agreed that such legend shall be removed upon the disbursement of the
Escrow Shares, as described in Section 3 below.
3. Disbursement of the Escrow Shares. Except as set forth herein, the
Escrow Agent shall hold the Escrow Shares for a period (the "ESCROW PERIOD")
expiring on the earliest of: (i) the approval by the Public Stockholders (as
defined in the Registration Statement) of the release of the Escrow Shares from
escrow and (ii) one (1) year following the consummation of a Business
Combination. Upon the expiration of the Escrow Period, upon written instructions
from each Initial Stockholder, the Escrow Agent shall disburse each of the
Initial Stockholder's Escrow Shares in accordance with such instruction from
each Initial Stockholder; provided, however, that, if the Escrow Agent is
notified by the Company pursuant to Section 6.7 hereof that the Company has been
liquidated at any time during the Escrow Period, then the Escrow Agent shall
promptly destroy the certificates representing the Escrow Shares. The Escrow
Agent shall have no further duties hereunder after the disbursement or
destruction of the Escrow Shares in accordance with this Section 3.
4. Rights of Initial Stockholders in Escrow Shares.
4.1 Voting Rights as a Stockholder. Subject to the terms of the
Insider Letter described in Section 4.4 hereof, and except as herein provided,
the Initial Stockholders shall retain all of their rights as stockholders of the
Company during the Escrow Period, including, without limitation, the right to
vote their respective Escrow Shares.
4.2 Dividends and Other Distributions in Respect of the Escrow
Shares. During the Escrow Period, all dividends payable in cash with respect to
the Escrow Shares shall be paid to the Initial Stockholders. All dividends
payable in Common Stock with respect to the Escrow Shares (the "NON-CASH
DIVIDENDS") shall be delivered to the Escrow Agent to hold in escrow, in
accordance with the terms hereof. As used herein, the term "Escrow Shares" shall
be deemed to include the Non-Cash Dividends distributed thereon, if any.
4.3 Restrictions on Transfer. During the Escrow Period, no sale,
transfer or other disposition may be made of any of the Escrow Shares except (i)
by gift to a member of Initial Stockholder's Immediate Family or to a trust or
other entity, the beneficiary of which is such Initial Stockholder or a member
of such Initial Stockholder's Immediate Family, (ii) by virtue of the laws of
descent and distribution upon the death of an Initial Stockholder, or (iii)
pursuant to a qualified domestic relations order; provided, however, that such
permissive transfers may be implemented only upon the respective transferee's
written agreement to be bound by the terms and conditions of this Agreement and
of the Insider Letter executed by the Initial Stockholder transferring the
Escrow Shares. During the Escrow Period, the Initial Stockholders shall not
pledge or grant a security interest in the Escrow Shares or grant a security
interest in their rights under this Agreement. For purposes of this Agreement,
the term "IMMEDIATE FAMILY" shall mean the spouse, siblings, parents or children
of an Initial Stockholder.
4.4 Insider Letters. Each of the Initial Stockholders has executed a
letter agreement (each the "INSIDER LETTER" and, collectively, the "INSIDER
LETTERS"), dated as of the Effective Date, with the Representative and the
Company, concerning the rights and obligations of such Initial Stockholder with
respect to the Escrow Shares in certain events, including, but not limited to,
the liquidation of the Company. Each Insider Letter is filed as exhibit to the
Registration Statement.
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5. Concerning the Escrow Agent.
5.1 Good Faith Reliance. The Escrow Agent shall not be liable for
any action taken or omitted by it in good faith and in the exercise of its own
best judgment, and may rely conclusively, and shall be protected in acting upon,
any order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Escrow Agent), statement, instrument, report or other
paper or document (not only as to its due execution and the validity and
effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained), which is reasonably believed by the Escrow
Agent to be genuine and to be signed or presented by the proper person or
persons. The Escrow Agent shall not be bound by any notice or demand, or any
waiver, modification, termination or rescission of this Agreement, unless
evidenced by a writing delivered to the Escrow Agent signed by the proper party
or parties and, if the duties or rights of the Escrow Agent are affected, unless
the Escrow Agent shall have given its prior written consent thereto.
5.2 Indemnification. The Escrow Agent shall be indemnified and held
harmless by the Company from and against any expenses, including counsel's fees
and expenses, or loss suffered by the Escrow Agent in connection with any
action, suit or other proceeding involving any claim, which in any way, directly
or indirectly, arises out of or relates to this Agreement, the services of the
Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than
expenses or losses arising from the gross negligence or willful misconduct of
the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the
Escrow Agent shall notify the other parties hereto in writing. In the event of
the receipt of such notice, the Escrow Agent, in its sole discretion, may
commence an action in the nature of interpleader in an appropriate court to
determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the
Escrow Shares pending receipt of a final, non-appealable order of a court having
jurisdiction over all of the parties hereto directing to whom and under what
circumstances the Escrow Shares are to be disbursed and delivered. The
provisions of this Section 5.2 shall survive in the event the Escrow Agent
resigns or is discharged pursuant to Sections 5.5 or 5.6 below.
5.3 Compensation. The Escrow Agent shall be entitled to reasonable
compensation from the Company for all services rendered by it hereunder, as set
forth on Exhibit B hereto. The Escrow Agent shall also be entitled to
reimbursement from the Company for all reasonably expenses paid or incurred by
it in the administration of its duties hereunder including, but not limited to,
all counsels', advisors' and agents' fees and expenses and all taxes or other
governmental charges.
5.4 Further Assurances. From time to time on and after the date
hereof, the Company and the Initial Stockholders shall deliver or cause to be
delivered to the Escrow Agent such further documents and instruments and shall
do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this
Agreement, to evidence compliance herewith or to assure itself that it is
protected in acting hereunder.
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5.5 Resignation. The Escrow Agent may resign at any time and be
discharged from its duties as escrow agent hereunder by its giving the other
parties hereto written notice and such resignation shall become effective as
hereinafter provided. Such resignation shall become effective at such time that
the Escrow Agent shall turn over to a successor escrow agent appointed by the
Company and approved by the Representative, the Escrow Shares held hereunder. If
no new escrow agent is so appointed within the 60 day period following the
giving of such notice of resignation, the Escrow Agent may deposit the Escrow
Shares with any court it deems appropriate.
5.6 Discharge of Escrow Agent. The Escrow Agent shall resign and be
discharged from its duties as escrow agent hereunder if so requested in writing
at any time by the other parties hereto, jointly, provided, however, that such
resignation shall become effective only upon acceptance of appointment by a
successor escrow agent as provided in Section 5.5 hereof.
5.7 Liability. Notwithstanding anything herein to the contrary, the
Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence or its own willful misconduct.
6. Miscellaneous.
6.1 Governing Law. This Agreement shall for all purposes be deemed
to be made under and shall be construed in accordance with the laws of the State
of New York. Each of the parties hereby agrees that any action, proceeding or
claim against it arising out of or relating in any way to this Agreement shall
be brought and enforced in the courts of the State of New York or the United
States District Court for the Southern District of New York, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive. Each of the
parties hereby waives any objection to such exclusive jurisdiction and that such
courts represent an inconvenient forum.
6.2 Third Party Beneficiaries. Each of the Initial Stockholders
hereby acknowledges that the Underwriters are third party beneficiaries of this
Agreement and this Agreement may not be modified or changed without the prior
written consent of the Representative.
6.3 Entire Agreement. This Agreement contains the entire agreement
of the parties hereto with respect to the subject matter hereof and, except as
expressly provided herein, may not be changed or modified except by an
instrument in writing signed by the party to the charged.
6.4 Headings. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation thereof.
6.5 Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.
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6.6 Notices. Any notice or other communication required or which may
be given hereunder shall be in writing and either be delivered personally or by
private national courier service, or be mailed, certified or registered mail,
return receipt requested, postage prepaid, and shall be deemed given when so
delivered personally or, if sent by private national courier service, on the
next business day after delivery to the courier, or, if mailed, two business
days after the date of mailing, as follows:
If to the Company, to:
Alpha Security Group Corporation
000 Xxxx 00xx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxx X. Xxxxxxxxx, Chief Executive Officer
Fax: ______________
If to a Stockholder, to his address set forth in Exhibit A.
and if to the Escrow Agent, to:
American Stock Transfer & Trust Company
00 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxxx
Fax: (000) 000-0000
A copy of any notice sent hereunder shall be sent to:
Ellenoff, Xxxxxxxx & Schole LLP
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxxxx, Esq.
Fax: (000) 000-0000
and:
Maxim Group LLC
000 Xxxxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxxx X. Xxxxxx
Fax: (000) 000-0000
and:
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Xxxxxxx Xxxxx Xxxxxxxxx & Kakoyianis, P.C.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxx Xxxxxxxx, Esq,
Fax: (000) 000-0000
The parties may change the persons and addresses to which the notices
or other communications are to be sent by giving written notice to any such
change in the manner provided herein for giving notice.
6.7 Liquidation of Company. The Company shall give the Escrow Agent
written notification of the liquidation and dissolution of the Company in the
event that the Company fails to consummate a Business Combination within the
time period(s) specified in the Prospectus.
6.8 Counterparts. This Agreement may be executed in several
counterparts each one of which shall constitute an original and may be delivered
by facsimile transmission and together shall constitute one instrument.
[Signature Page Follows]
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WITNESS the execution of this Agreement as of the date first above
written.
ALPHA SECURITY GROUP CORPORATION
By:
-------------------------------------
Name:
Title:
INITIAL STOCKHOLDERS:
-----------------------------------------
Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxx
Tukwila Group, LLC
By:
-------------------------------------
Name:
Title:
-----------------------------------------
Xxxx X. Xxxxxxx
-----------------------------------------
Xxxxxxx Xxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxx
-----------------------------------------
Xxxxx X. Xxxxxxxxxx
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-----------------------------------------
Xxxxxx X. Xxxxxxxx
-----------------------------------------
Xxxxx Xxxxxxx
AMERICAN STOCK TRANSFER
& TRUST COMPANY
By:
-------------------------------------
Name:
Title:
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EXHIBIT A
Number Stock
Name and Address of Initial Stockholder of Shares Certificate Number
----------------------------------------------------------------------------------------------
Xxxxxx X. Xxxxxxxxx 780,000
Xxxxxx X. Xxxxx 420,000
Tukwila Group, LLC 80,000
Xxxx X. Xxxxxxx 50,000
Xxxxxxx Xxxxxxxxx 50,000
Xxxxxx X. Xxxxxx 50,000
Xxxxx X. XxXxxxxxxx 50,000
Xxxxxx X. Xxxxxxxx 50,000
Xxxxx Xxxxxxx 50,000
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EXHIBIT B
Escrow Agent Fees
[$ ] annually for acting agent escrow fee.
Initial acceptance fee and first year agent fee to be paid at closing.
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